BREITBURN ENERGY PARTNERS LP (OTCMKTS:BBEPQ) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Fourth Amendment to DIP Credit Facility
As previously reported, on May 15, 2016, Breitburn Energy Partners LP (the “Partnership”) and certain of its affiliates (the “Debtors”) filed voluntary petitions for relief (and the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Chapter 11 Cases are being administered jointly under the caption “In re Breitburn Energy Partners LP, et al.,” Case No. 16-11390.
On May 23, 2016, in connection with the Chapter 11 Cases, a Debtor-in-Possession Credit Facility (“DIP Credit Facility”) was entered into among Breitburn Operating LP, a wholly owned subsidiary of the Partnership, as borrower (the “DIP Borrower”), the lenders from time to time party thereto (the “DIP Lenders”) and Wells Fargo, National Association, as administrative agent (the “Administrative Agent”).
On August 9, 2017, the Bankruptcy Court entered an order (the “Order”) authorizing the Debtors to enter into swap agreements (as defined in the Bankruptcy Code) with certain of the DIP Lenders and/or their affiliates, as counterparties (the “Lender Derivative Providers”), and to pledge collateral, grant superpriority administrative expense claims and honor obligations thereunder. The Order also approved that certain Fourth Amendment to Debtor-in-Possession Credit Agreement, dated effective as of July 17, 2017, by and among the DIP Borrower, the Partnership, the DIP Lenders and the Administrative Agent (the “Fourth Amendment”). The Fourth Amendment, among other things, modified the payment priorities in Section 9.02 of the DIP Credit Facility so as to provide that any obligations owed to Lender Derivative Providers under the swap agreements shall have the same priority as obligations under the DIP Credit Facility.
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment, which is filed as Exhibit 10.1 hereto, and which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The description of the Fourth Amendment set forth in Item 1.01 is also incorporated into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1 |
Fourth Amendment to Debtor-in-Possession Credit Agreement, dated effective as of July 17, 2017, among Breitburn Operating LP, as borrower, Breitburn Energy Partners LP, as parent guarantor, the financial institutions from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, swing line lender and issuing lender. |
Breitburn Energy Partners LP ExhibitEX-10.1 2 a20170810exhibit101.htm EXHIBIT 10.1 Exhibit EXECUTION VERSIONFOURTH AMENDMENT TODEBTOR-IN-POSSESSION CREDIT AGREEMENTTHIS FOURTH AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT (hereinafter called this “Amendment”) is dated effective as of July 17,…To view the full exhibit click here
About BREITBURN ENERGY PARTNERS LP (OTCMKTS:BBEPQ)
Breitburn Energy Partners LP is an independent oil and gas partnership focused on the acquisition, exploitation and development of oil, natural gas liquid (NGL) and natural gas properties in the United States. The Company’s assets consist primarily of producing and non-producing oil, NGL and natural gas reserves located in approximately seven producing areas, which include Midwest (Michigan, Indiana and Kentucky); Ark-La-Tex (Arkansas, Louisiana and East Texas); Permian Basin in Texas and New Mexico; Mid-Continent (Oklahoma, Kansas and the Texas Panhandle); Rockies (Wyoming and Colorado); Southeast (Florida and Alabama), and California. Its midstream assets include transmission and gathering pipelines, gas processing plants, NGL recovery plants, a controlling interest in a salt water disposal company and the 120-mile Transpetco Pipeline. Its total estimated proved reserves are approximately 239.3 million barrels of oil equivalent (MMBoe).
